Palantir Technologies Inc. — Director's Dealing 2021

Feb 5, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Palantir Technologies Inc. (PLTR)
CIK: 0001321655
Period of Report: 2021-02-02

Reporting Person: Karp Alexander C. (Director, See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-02-02	Class A Common Stock	C	1285123	$0.00	Acquired	7711619	Direct
2021-02-02	Class A Common Stock	S	558542	$31.1837	Disposed	7153077	Direct
2021-02-02	Class A Common Stock	S	661897	$31.7651	Disposed	6491180	Direct
2021-02-02	Class A Common Stock	S	46765	$33.0491	Disposed	6444415	Direct
2021-02-02	Class A Common Stock	S	17919	$33.8873	Disposed	6426496	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-02-02	Employee Stock Option (Right to buy)	$0.103	M	1285123	Disposed	2021-12-03	Class B Common Stock (1285123)	Direct
2021-02-02	Class B Common Stock	$0.103	M	1285123	Acquired		Class A Common Stock (1285123)	Direct
2021-02-02	Class B Common Stock	$	C	1285123	Disposed		Class A Common Stock (1285123)	Direct
2021-02-03	Employee Stock Option (Right to buy)	$0.103	M	1265362	Disposed	2021-12-03	Class B Common Stock (1265362)	Direct
2021-02-03	Class B Common Stock	$0.103	M	1265362	Acquired		Class A Common Stock (1265362)	Direct

Footnotes

F1: This transaction is part of a related series of transactions undertaken on February 2, 2021 pursuant to a preexisting Rule 10b5-1 trading plan and conducted in compliance with the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, converted the resulting shares of Class B Common Stock to Class A Common Stock, and immediately sold the shares of Class A Common Stock in the open market.

F2: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $30.51 to $31.50. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (3), (4) and (5) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F3: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $31.51 to $32.49. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2), (4) and (5) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F4: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $32.56 to $33.54. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2), (3) and (5) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F5: This transaction represents sales executed in multiple open market sales. The sales reflected in this line item were made at prices ranging from $33.58 to $34.18. The price reported above reflects the weighted average sale price of trades occurring within that price range. See footnotes (2), (3) and (4) for sales executed in other price ranges on the date indicated. The Reporting Person undertakes to provide upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate sale price.

F6: The options exercised in this transaction were fully vested and exercisable as of the transaction date.

F7: The Class B Common Stock is convertible into the Issuer's Class A Common Stock on a 1-for-1 basis and has no expiration date.

F8: The indicated transactions are related and were undertaken in compliance with a preexisting Rule 10b5-1 trading plan and conducted in compliance with the Issuer's lock-up terms. The Reporting Person exercised vested Class B Common Stock options, resulting in a decrease in the number of outstanding options held and an increase in the number of shares of Class B Common Stock held.